Exhibit 28(d)(xxiv)
AMENDMENT NO. 5
TO THE SUBADVISORY AGREEMENT
This AMENDMENT NO. 5 TO THE
SUBADVISORY AGREEMENT is effective as of
October 1, 2009, by and between SUNAMERICA
ASSET MANAGEMENT CORP., a Delaware
corporation (the Adviser), and JANUS
CAPITAL MANAGEMENT LLC, a Delaware
limited liability company (the Subadviser).
W I T N E S S E T H:
WHEREAS, the Adviser and Seasons
Series Trust, a Massachusetts business trust (the
Trust), have entered into an Investment Advisory
and Management Agreement dated as of January 1,
1999, as amended from time to time (the Advisory
Agreement), pursuant to which the Adviser has
agreed to provide investment management, advisory
and administrative services to the Trust, and
pursuant to which the Adviser may delegate one or
more of its duties to a subadviser pursuant to a
written subadvisory agreement;
WHEREAS, the Adviser and the Subadviser
are parties to a Subadvisory Agreement dated April
3, 2002, as amended December 2, 2002, February
14, 2005, October 2, 2007 and July 20, 2009 (the
Subadvisory Agreement), pursuant to which the
Subadviser furnishes investment advisory services
to certain series (the Portfolios) of the Trust, as
listed on Schedule A of the Subadvisory
Agreement;
WHEREAS, the parties wish to amend the
Subadvisory Agreement as set forth below; and
NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Schedule A to the Subadvisory Agreement is
hereby amended to reflect the amended fees with
respect to the Seasons Series Trust Multi-Managed
Growth, Multi-Managed Moderate Growth, Multi-
Managed Income/Equity, Multi-Managed Income
and Large Cap Growth Portfolios. The revised
Schedule A is also attached hereto.
Portfolio(s)Fee Rate(as a percentage of the average
daily net assets the Subadviser manages in the
portfolio)
Multi-Managed Growth Portfolio
[OMITTED]
Multi-Managed Moderate Growth Portfolio
[OMITTED]
Multi-Managed Income/Equity Portfolio
[OMITTED]
Multi-Managed Income Portfolio
[OMITTED]
Large Cap Growth Portfolio
[OMITTED]
2. Counterparts. This Amendment may
be executed in two or more counterparts, each of
which shall be an original and all of which together
shall constitute one instrument.
3. Full Force and Effect. Except as
expressly supplemented, amended or consented to
hereby, all of the representations, warranties, terms,
covenants, and conditions of the Subadvisory
Agreement shall remain unchanged and shall
continue to be in full force and effect.
4. Miscellaneous. Capitalized terms
used but not defined herein shall have the meanings
assigned to them in the Subadvisory Agreement.
IN WITNESS WHEREOF, the parties
have caused their respective duly authorized
officers to execute this Agreement as of the date
first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By:/s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
JANUS CAPITAL MANAGEMENT LLC
By:/s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
